UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q For the quarterly period ended June 30, 2025 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39332 VERIFYME, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 23-3023677 (State or Other Jurisdiction of Incorporation or Organization) (Mark one) xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECUR ...

Financial Data and Key Metrics Changes - The second quarter revenue was $4,500,000, a decrease of $900,000 from $5,400,000 in the prior year, primarily due to discontinued contracts in premium services and losses from two customers in proactive services [11] - Gross profit decreased by $500,000 to $1,600,000, with a gross margin of 35% compared to 39% in the previous year [11] - Operating expenses were reduced to $1,900,000 from $2,600,000, contributing to a net loss of $290,000, an improvement from a net loss of $350,000 in the prior year [12] - Adjusted EBITDA improved to $300,000 from $200,000, reflecting cost reduction efforts [13] - Cash balance increased to $6,100,000, up $3,300,000 from $2,800,000 at the end of 2024 [13] Business Line Data and Key Metrics Changes - Revenue from periship decreased approximately 14% compared to the second quarter of the previous year, largely due to the loss of large customers in 2024 [4] - New customer sales and expanded revenues from existing customers partially offset the decline in periship revenue [5] - The company has successfully reduced operating expenses by approximately 27% compared to 2024 [5] Market Data and Key Metrics Changes - The company has established relationships with two freight carriers that dominate the non-U.S. Postal Service partial shipments market in the U.S., enhancing its service capabilities [7] - The integration of technology with these new freight carriers is expected to take a couple of months, with material impacts anticipated in 2026 [21] Company Strategy and Development Direction - The primary focus for 2025 is on organic growth through expanding revenues with directly contracted periship customers [6] - The company is also evaluating transformative and tuck-in acquisitions while maintaining a disciplined approach to capital allocation [9][24] - A treasury strategy has been adopted to improve interest income from available cash, aiming to increase annualized interest income from approximately 4% to over 8% [10] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to generate positive cash flow and maintain a strong balance sheet, which positions the company for meaningful shareholder returns [15] - The anticipated growth from new customer relationships and improved operational efficiencies is expected to contribute to future revenue growth [6][15] Other Important Information - The company purchased 201,000 shares of its stock during the quarter at a cost of $153,000, with $330,000 remaining under the share repurchase program [12] - The company has $1,000,000 available under its line of credit with no outstanding borrowings [14] Q&A Session Summary Question: What was the authentication revenue in the quarter? - The authentication revenue was $27,000 [18][19] Question: What is the growth rate excluding the impact of lost business on periship? - It is difficult to quantify precisely, but the impact is expected to be a single-digit percentage one way or the other [19] Question: When can the impact of the new carrier be expected? - The integration will take a couple of months, and significant changes are not expected until 2026 due to seasonal shipping constraints [21] Question: What are the capital allocation priorities moving forward? - The focus is on transforming periship and evaluating potential acquisitions, with a careful approach to ensure meaningful returns for shareholders [22][24]

NASDAQ:VRME Protect your brand. Grow your business. Second Quarter 2025 Investor Conference Call August 13, 2025 01 Welcome & Introductions Operations and Strategic Update 02 Financial Review 03 Q&A 04 Closing Remarks 05 Forward Looking Statements NASDAQ:VRME In addition to historical information, this presentation contains statements relating to revenue opportunities, anticipated revenue, profitability of the combined company, future business, financial performance, future catalysts and future events or de ...

Core Insights - VerifyMe, Inc. reported a quarterly loss of $0.02 per share, better than the Zacks Consensus Estimate of a loss of $0.06, representing an earnings surprise of +66.67% [1] - The company posted revenues of $4.52 million for the quarter ended June 2025, surpassing the Zacks Consensus Estimate by 5.61%, but down from $5.35 million year-over-year [2] - VerifyMe shares have declined approximately 38% year-to-date, contrasting with the S&P 500's gain of 9.6% [3] Earnings Outlook - The current consensus EPS estimate for the upcoming quarter is -$0.05 on revenues of $4.89 million, and for the current fiscal year, it is -$0.17 on revenues of $20.52 million [7] - The estimate revisions trend for VerifyMe was mixed ahead of the earnings release, resulting in a Zacks Rank 3 (Hold) for the stock, indicating expected performance in line with the market [6] Industry Context - The Technology Services industry, to which VerifyMe belongs, is currently ranked in the top 39% of over 250 Zacks industries, suggesting a favorable outlook compared to lower-ranked industries [8] - Full Truck Alliance Co. Ltd., another company in the same industry, is expected to report quarterly earnings of $0.16 per share, reflecting a year-over-year increase of +23.1% [9]

Lake Mary, FL – August 13, 2025 – PRNewswire — VerifyMe, Inc. (NASDAQ: VRME) ("VerifyMe," "we," "our," or the "Company") provides brand owners time and temperature sensitive logistics, and brand protection and enhancement solutions, announced today the Company's financial results for its second quarter ended June 30, 2025 ("Q2 2025"). VerifyMe Reports Second Quarter 2025 Financial Results Adam Stedham, VerifyMe's CEO and President stated "We are pleased with our year-to-date adjusted EBITDA growth over 2024 ...

LAKE MARY, Fla., Aug. 8, 2025 /PRNewswire/ -- VerifyMe, Inc. (NASDAQ: VRME) ("VerifyMe," "we," "our," or the "Company") provides brand owners time and temperature sensitive logistics, and brand protection and enhancement solutions, announced today that it will release its financial results for the first quarter ended June 30, 2025 on August 13, 2025.  In conjunction with the release, VerifyMe has scheduled an investor conference call and webcast that day at 11:00 a.m. Eastern Time. Prepared remarks regardin ...

1 NASDAQ:VRME Protect your brand. Grow your business. First Quarter 2025 Investor Conference Call May 13, 2025 www.VerifyMe.com Agenda NASDAQ:VRME 01 Welcome & Introductions www.VerifyMe.com 2 Operations and Strategic Update 02 Financial Review 03 Q&A 04 Closing Remarks 05 Forward Looking Statements NASDAQ:VRME In addition to historical information, this presentation contains statements relating to revenue opportunities, anticipated revenue, profitability of the combined company, future business, financial ...

[PART I - FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=ITEM%201.%20Financial%20Statements) Unaudited Q1 2025 statements show increased assets to $17.1 million and decreased liabilities to $2.5 million, with a net loss of $571 thousand [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) Total assets grew to $17.1 million and total liabilities fell to $2.5 million, boosting stockholders' equity to $14.6 million as of March 31, 2025 Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $5,707 | $2,823 | | Accounts receivable, net | $955 | $2,636 | | TOTAL CURRENT ASSETS | $7,672 | $6,362 | | TOTAL ASSETS | $17,095 | $16,067 | | **Liabilities & Equity** | | | | TOTAL CURRENT LIABILITIES | $1,648 | $4,239 | | TOTAL LIABILITIES | $2,452 | $5,853 | | TOTAL STOCKHOLDERS' EQUITY | $14,643 | $10,214 | | TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $17,095 | $16,067 | [Consolidated Statements of Operations](index=7&type=section&id=Consolidated%20Statements%20of%20Operations) The company reported a Q1 2025 net loss of $571 thousand on revenues of $4.46 million, a slight increase in loss from the prior-year period Q1 2025 vs Q1 2024 Performance (in thousands, except per share data) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | NET REVENUE | $4,455 | $5,759 | | GROSS PROFIT | $1,490 | $2,260 | | Total Operating expenses | $2,083 | $2,907 | | NET LOSS | $(571) | $(553) | | BASIC & DILUTED LOSS PER SHARE | $(0.05) | $(0.05) | [Consolidated Statements of Cash Flows](index=9&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Financing activities provided $3.44 million in cash, offsetting operational and investing outflows and resulting in a net cash increase of $2.88 million Cash Flow Summary (in thousands) | Activity | Three months ended March 31, 2025 | Three months ended March 31, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(404) | $(60) | | Net cash used in investing activities | $(156) | $(110) | | Net cash provided by (used in) financing activities | $3,444 | $(106) | | **NET INCREASE(DECREASE) IN CASH** | **$2,884** | **$(277)** | - Financing activities were primarily driven by **$4.348 million in proceeds from warrant exercises**, offset by an **$875 thousand repayment of debt**[20](index=20&type=chunk) [Notes to Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail revenue disaggregation, the Trust Codes Global divestiture, significant equity transactions, debt repayment, and customer concentration risks - The company operates through two reportable segments: **Precision Logistics**, which accounts for nearly all revenue, and **Authentication**[26](index=26&type=chunk)[29](index=29&type=chunk) - On December 8, 2024, the Company **sold its Trust Codes Global business**, which was part of the Authentication segment[63](index=63&type=chunk) - In Q1 2025, **one customer represented 15% of revenues**, and **one vendor accounted for 99% of transportation costs** in the Precision Logistics segment[120](index=120&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=ITEM%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses a 23% revenue decrease, lower gross margin, and a significantly improved liquidity position from a $4.3 million warrant inducement [Overview](index=31&type=section&id=Overview) The company operates through a primary Precision Logistics segment and a smaller Authentication segment, serving time and temperature-sensitive industries - The company's business is divided into two main segments: **Precision Logistics** (via PeriShip Global) and **Authentication**[131](index=131&type=chunk) - The Precision Logistics segment uses predictive analytics from sources like flight-tracking, weather, and traffic to manage sensitive shipments for industries such as **perishable healthcare and food**[131](index=131&type=chunk) [Results of Operations](index=33&type=section&id=Results%20of%20Operations) Q1 2025 consolidated revenue decreased 23% to $4.46 million, with gross margin falling to 33% from 39% in the prior year Revenue by Segment (in thousands) | Segment | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Precision Logistics | $4,429 | $5,614 | | Authentication | $26 | $145 | | **Total Revenue** | **$4,455** | **$5,759** | - The decrease in consolidated revenue was primarily due to **decreased demand across several proactive customers**, a discontinued contract in Premium services, and the divestiture of the Trust Codes Global business[144](index=144&type=chunk) Gross Profit by Segment (in thousands) | Segment | Q1 2025 Gross Profit | Q1 2025 Margin | Q1 2024 Gross Profit | Q1 2024 Margin | | :--- | :--- | :--- | :--- | :--- | | Precision Logistics | $1,470 | 33% | $2,129 | 38% | | Authentication | $20 | 77% | $131 | 90% | | **Total Gross Profit** | **$1,490** | **33%** | **$2,260** | **39%** | - Operating expenses decreased across all categories: Segment management and technology (-$455k), General and administrative (-$265k), R&D (-$50k), and Sales and marketing (-$54k)[148](index=148&type=chunk)[149](index=149&type=chunk)[150](index=150&type=chunk)[151](index=151&type=chunk) [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity improved significantly with $3.44 million from financing activities, enabling full repayment of its term note and ensuring sufficient cash for 12+ months - Cash from financing activities was **$3.44 million**, primarily from a warrant exercise that yielded **$4.3 million in net proceeds**[156](index=156&type=chunk)[157](index=157&type=chunk) - The company **fully paid off its $2 million Term Note** with PNC Bank on January 21, 2025[106](index=106&type=chunk)[163](index=163&type=chunk) - On March 6, 2025, the company entered into an **At-The-Market (ATM) sales agreement to sell up to $15.8 million** of its common stock, but no shares were sold as of the filing date[159](index=159&type=chunk)[161](index=161&type=chunk) - Management believes that current cash and cash equivalents will be **sufficient to fund operations beyond the next 12 months**[164](index=164&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=37&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company has indicated this item is not applicable for the reporting period - **Not Applicable**[168](index=168&type=chunk) [Controls and Procedures](index=37&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2025, with no material changes to internal controls - The CEO and CFO concluded that as of March 31, 2025, the company's **disclosure controls and procedures were effective**[169](index=169&type=chunk) - **No material changes** were made to the company's internal control over financial reporting during the first quarter of 2025[170](index=170&type=chunk) [PART II - OTHER INFORMATION](index=38&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Legal Proceedings](index=38&type=section&id=ITEM%201.%20Legal%20Proceedings) The company reported no legal proceedings for the period - **None**[173](index=173&type=chunk) [Risk Factors](index=38&type=section&id=ITEM%201A.%20Risk%20Factors) No material changes were reported from the risk factors disclosed in the 2024 Annual Report on Form 10-K - **No material changes** from the risk factors disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024[174](index=174&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=38&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company issued 60,000 shares for consulting services under a registration exemption - On March 31, 2025, the Company issued **60,000 shares of common stock** for consulting services, relying on a registration exemption under Section 4(a)(2) of the Securities Act[175](index=175&type=chunk) [Other Information](index=38&type=section&id=ITEM%205.%20Other%20Information) No directors or officers adopted or terminated a Rule 10b5-1 trading arrangement during the quarter - No director or officer adopted or terminated a **Rule 10b5-1 trading arrangement** during the three months ended March 31, 2025[178](index=178&type=chunk) [Exhibits](index=38&type=section&id=ITEM%206.%20Exhibits) The report includes exhibits such as warrant agreements, an ATM sales agreement, and officer certifications

Financial Data and Key Metrics Changes - Revenue for Q1 2025 was $4,500,000, a decrease of approximately 23% compared to $5,800,000 in Q1 2024, primarily due to the discontinuation of TrustCo's operations and a softening of customer shipments [4][12] - Gross profit decreased by $800,000 to $1,500,000 in Q1 2025 from $2,300,000 in Q1 2024, with gross margin at 33% in Q1 2025 compared to 39% in Q1 2024 [12][13] - Operating expenses were reduced by approximately 28% to $2,100,000 in Q1 2025 from $2,900,000 in Q1 2024 [5][13] - The net loss for the quarter was $600,000, or a loss of $0.05 per diluted share, consistent with Q1 2024 [13] Business Line Data and Key Metrics Changes - The decline in revenue was most pronounced in premium services, which were down 47% compared to the same quarter last year [4] - Improvements in gross margin were noted in proactive services within the Precision Logistics segment, indicating potential for organic growth [5] Market Data and Key Metrics Changes - The overall market for e-commerce is experiencing a softening, impacting customer confidence and spending, which in turn affects revenue from proactive customers [46][47] Company Strategy and Development Direction - The company is focusing on three elements for organic growth: optimizing direct customer marketing, developing relationships with additional freight carriers, and integrating with technology platforms related to e-commerce [7][9][10] - The company is exploring both transformative and tuck-in acquisitions to enhance shareholder value, with a strong balance sheet and cash flow supporting these initiatives [10][31] Management's Comments on Operating Environment and Future Outlook - Management acknowledges the challenges posed by the current macroeconomic environment but remains optimistic about the potential for growth through strategic initiatives and a strong cash position [5][58] - The company is not providing specific revenue guidance for the year but anticipates a challenging comparison in Q2 due to prior customer losses [37] Other Important Information - Nancy Meyers, CFO, announced her retirement, with Jennifer Colo set to take over the role, ensuring a smooth transition [16][19] - The company had a cash balance of $5,700,000 at the end of Q1 2025, an increase from $2,800,000 at the end of 2024, with no bank debt [6][14] Q&A Session Summary Question: Capital allocation priorities and organic vs external growth - Management indicated that investments for organic growth are funded by the business and do not require cash from reserves, focusing on integrating with e-commerce platforms [25][26] Question: Revenue generation for the authentication business - The revenue for the authentication business in the quarter was $26,000 [33] Question: Revenue expectations for the rest of the year - Management expects challenging revenue comparisons in Q2 but anticipates easier comparisons in the second half of the year, with a focus on proactive revenue [37][40] Question: Update on new customers and their performance - New customer additions have slowed, and while there is no significant loss of customers, overall softening is observed across the customer base [46][48] Question: Strategic discussions regarding the ink business - Management is open to synergistic acquisitions in the ink business but sees higher value potential in Precision Logistics [50][51] Question: Overall comfort with the company's position compared to a few months ago - Management feels optimistic about the company's opportunities, citing a strong balance sheet and a receptive market environment for new ideas [55][58]

Financial Data and Key Metrics Changes - Revenue for Q1 2025 was $4.5 million, a decrease of approximately 23% compared to $5.8 million in Q1 2024, primarily due to the discontinuation of TrustCo's operations and a softening of customer shipments [4][12] - Gross profit decreased by $800,000 to $1.5 million in Q1 2025 from $2.3 million in Q1 2024, with gross margin at 33% compared to 39% in the prior year [12][13] - Operating expenses were reduced by approximately 28% to $2.1 million in Q1 2025 from $2.9 million in Q1 2024, helping to offset the decrease in gross margin [5][13] - The net loss for the quarter was $600,000, or a loss of $0.05 per diluted share, consistent with Q1 2024 [13] Business Line Data and Key Metrics Changes - The decline in revenue was most pronounced in premium services, which were down 47% compared to the same quarter last year [4] - Improvements in gross margin were noted in proactive services within the Precision Logistics segment, which is viewed as a key area for organic growth [5] Market Data and Key Metrics Changes - The overall market environment remains challenging, with a noted softening in customer demand across several proactive customers, particularly in e-commerce [46] - New customer additions have slowed down, and existing customers are experiencing a softening in demand, impacting overall revenue [45][46] Company Strategy and Development Direction - The company is focusing on three elements for organic growth: optimizing direct customer marketing and sales, developing relationships with additional freight carriers, and integrating with technology platforms related to e-commerce [7][9] - Strategic growth efforts include pursuing transformative and tuck-in acquisitions, leveraging the strong balance sheet and cash flow to create shareholder value [10][49] Management's Comments on Operating Environment and Future Outlook - Management acknowledges the current macroeconomic challenges but remains optimistic about the company's ability to create shareholder value through strategic initiatives and a strong cash position [6][54] - The company is focused on maximizing upside opportunities in a changing logistics marketplace, which is becoming more receptive to new ideas and partnerships [55][56] Other Important Information - The company had a cash balance of $5.7 million at the end of Q1 2025, with no bank debt and only $800,000 remaining on convertible notes held by insiders [6][14] - Nancy Meyers, the CFO, announced her retirement, with Jennifer Colo set to take over the role [16][19] Q&A Session Summary Question: What are the capital allocation priorities moving forward? - The company is prioritizing organic growth investments funded by business operations, with a focus on integrating with e-commerce platforms and expanding customer relationships [24][26] Question: What is the revenue generation for the authentication business in the quarter? - The revenue for the authentication business was $26,000 [31] Question: Should revenue comparisons be expected to improve in the second half of the year? - Revenue comparisons are expected to remain challenging in Q2, with hopes for improvement in the second half of the year [35][38] Question: How are new customers performing and what is the outlook for existing customers? - New customer additions have slowed, and existing customers are experiencing a softening in demand, impacting overall revenue [45][46] Question: What is the latest update on the ink business and strategic discussions? - The company is exploring potential acquisitions that could synergize with its ink business, but the focus remains on opportunities within Precision Logistics [49]